Common use of Distributions with Respect to Unexchanged Shares of SPAC Common Stock Clause in Contracts

Distributions with Respect to Unexchanged Shares of SPAC Common Stock. No dividends or other distributions declared or made after the Effective Time with respect to the New SPAC Common Stock with a record date after the Effective Time shall be paid to the holder of shares of Company Capital Stock with respect to the shares of New SPAC Common Stock represented thereby until the holder of such shares has delivered the Exchange Documents in accordance with Section 3.02(b). Subject to the effect of escheat, tax or other Laws, following delivery of such Exchange Documents, the SPAC shall pay or cause to be paid to the holder of shares of New SPAC Common Stock issued in exchange therefore, without interest, (i) promptly, but in any event within five Business Days of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of New SPAC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of New SPAC Common Stock.

Appears in 2 contracts

Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)

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Distributions with Respect to Unexchanged Shares of SPAC Common Stock. No dividends or other distributions declared or made after the Merger Effective Time with respect to the New SPAC Common Stock with a record date after the Merger Effective Time shall be paid to the holder of shares of Company Capital Stock any unsurrendered Certificate with respect to the shares of New SPAC Common Stock represented thereby until the holder of such shares has delivered the Exchange Documents Certificate shall surrender such Certificate in accordance with this Section 3.02(b)3.03. Subject to the effect of escheat, tax or other applicable Laws, following delivery surrender of any such Exchange DocumentsCertificate, the SPAC shall pay or cause to be paid to the holder of the certificates representing shares of New SPAC Common Stock issued in exchange thereforetherefor, without interest, (i) promptly, but in any event within five (5) Business Days of such surrender, the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such shares of New SPAC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Merger Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of New SPAC Common Stock.

Appears in 2 contracts

Samples: Business Combination Agreement (Schultze Special Purpose Acquisition Corp.), Business Combination Agreement (Schultze Special Purpose Acquisition Corp.)

Distributions with Respect to Unexchanged Shares of SPAC Common Stock. No dividends or other distributions declared or made after the Effective Time with respect to the New SPAC Common Stock with a record date after the Effective Time shall be paid to the holder of shares of Company Capital Stock any unsurrendered Certificate with respect to the shares of New SPAC Common Stock represented thereby until the holder of such shares has delivered the Exchange Documents Certificate shall surrender such Certificate in accordance with Section 3.02(b). Subject to the effect of escheat, tax Tax or other applicable Laws, following delivery surrender of any such Exchange DocumentsCertificate, the SPAC shall pay or cause to be paid to the holder of shares of New SPAC Common Stock issued in exchange thereforesuch Certificate, without interest, (i) promptly, but in any event within five (5) Business Days of such surrender, the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of New SPAC Common StockStock evidenced by such Certificate, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of New SPAC Common StockStock evidenced by such Certificate.

Appears in 1 contract

Samples: Business Combination Agreement (Concord Acquisition Corp III)

Distributions with Respect to Unexchanged Shares of SPAC Common Stock. No dividends or other distributions declared or made after the Merger Effective Time with respect to the New SPAC Common Stock with a record date after the Merger Effective Time shall be paid to the holder of shares of Company Capital Stock any unsurrendered Certificate with respect to the shares of New SPAC Class A Common Stock (including shares of SPAC Class A Common Stock resulting from the SPAC Class B Conversion) represented thereby until the holder of such shares has delivered the Exchange Documents Certificate shall surrender such Certificate in accordance with this Section 3.02(b)3.03. Subject to the effect of escheat, tax or other applicable Laws, following delivery surrender of any such Exchange DocumentsCertificate, the SPAC shall pay or cause to be paid to the holder of the certificates representing shares of New SPAC Common Stock (including shares of SPAC Class A Common Stock resulting from the SPAC Class B Conversion) issued in exchange thereforetherefor, without interest, (i) promptly, but in any event within five (5) Business Days of such surrender, the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such shares of New SPAC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Merger Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of New SPAC Common Stock.

Appears in 1 contract

Samples: Business Combination Agreement (CIIG Merger Corp.)

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Distributions with Respect to Unexchanged Shares of SPAC Common Stock. No dividends or other distributions declared or made after the Merger Effective Time with respect to the New SPAC Common Stock with a record date after the Merger Effective Time shall be paid to the holder of shares of Company Capital Stock any unsurrendered Certificate with respect to the shares of New SPAC Class A Common Stock (including shares of SPAC Class A Common Stock resulting from the SPAC Class B Conversion) represented thereby until the holder of such shares has delivered the Exchange Documents Certificate shall surrender such Certificate in accordance with this Section 3.02(b)3.03. Subject to the effect of escheat, tax or other applicable Laws, following delivery surrender of any such Exchange DocumentsCertificate, the SPAC shall pay or cause to be paid to the holder of the certificates representing shares of New SPAC Common Stock (including shares of SPAC Class A Common Stock resulting from the SPAC Class B Conversion) issued in exchange thereforetherefor, without interest, (i) promptly, but in any event within five Business Days of such surrender, the amount of dividends or other distributions with a record date after the Merger Effective Time and theretofore paid with respect to such shares of New SPAC Common Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Merger Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of New SPAC Common Stock.

Appears in 1 contract

Samples: Nomination Agreement (DD3 Acquisition Corp. II)

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